Learning Activity #1
Jake and Kate are two members of an LLC with 15 members. This is a member-managed LLC with three of the members identified as the managers. Kate is one of these managers, though Jake is not. In reality, Jake and Kate together do most of the management for the LLC, contributing approximately equal amounts of time and energy. They both have spent some of their own money on behalf of the LLC. In one situation, Jake and Kate each put up $1,000 as a deposit on a contract entered into on behalf of the LLC that the other two managers voted to not perform. Jake and Kate want to be compensated for their time, want their expenses covered, and are worried about liability on the unperformed contract. Discuss their rights and liabilities. How would this differ from a limited partnership. What are the requirements to create both?
Learning Activity #2
Lisa entered into a limited partnership as a limited partner by investing $25,000 in cash. There were a total of 50 limited partners and 20 general partners. The partners elected a management committee that included two of the general partners and Lisa as one of the limited partners. The certificate of limited partnership was completed, but was filed with the wrong office. The partnership then commenced business. Some of the parties with whom it conducted business assumed that the partnership was general partnership because they searched the records of the secretary of state and found no certificate of limited partnership or any other record. Others assumed that it was a general partnership but had not actually searched the filings. Still others assumed that it was a limited partnership. In addition, among those who assumed that it was a limited partnership, some assumed that Lisa was a general partner and others did not. Ted was a limited partner driving a company truck home because his car died and was in the shop for repairs. Ted had taken his car to the shop which takes care of all of the company truck but had no authority to do so and did not tell the company. Ted signed the receipt under the company name. The business was a cleaners who picked up laundry cleaned it and then delivered it to the customer. On the way home Ted who was driving the company truck, with the company logo one it,, stopped at a light, and the lady, Carla, in the car next to the truck got out of her car and gave an expensive dress to Ted to take it back to the company to have it cleaned. The next day when Ted went to get into the truck, it had been stolen. Discuss Lisa’s situation with respect to personal liability for partnership debts. Discuss Ted’s situation with respect to personal liability, and liability of the company.
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